Comparación del procesado convencional con el procesado PM

Comprehensive description of the structure of the Issuer’s management bodies and their competence in compliance with the Issuer’s Articles of Association (constituent documents):

The Issuer’s management bodies are as follows: - General Meeting of shareholders; - Board of Directors;

- the Management Board (Collegial Executive Body); - the General Director (Sole Executive Body).

In compliance with the Issuer’s Articles of Association the competence of the General Meeting of Shareholders include:

1) introduction of amendments and modifications to the Articles of Association of the Company, or approval of new versions of the Articles of Association of the Company unless provided otherwise by the Federal Law "On Joint-Stock Companies";

2) restructuring of the Company;

3) disestablishment of the Company, appointment of disestablishment committee and approval of interim and final disestablishment balance sheets;

4) determination of the number of the members of the Board of Directors, election of the members of the Board of Directors, and early termination of their powers;

5) determination of a number, nominal value, category (type) of declared shares and rights granted by these shares;

6) increase of the charter capital of the Company by way of increase of the face value of the shares or by way of placing supplement shares in cases stipulated by the Federal Law and the Articles of Association;

7) reduction of the authorized capital by reducing the nominal value of shares through the acquisition of a portion of shares to reduce their total number, as well as through redemption of the shares purchased or repurchased by the Company;

8) election of members of the Audit Commission and early termination of their powers; 9) approval of Auditor of the Company;

10) approval of the annual reports, of the annual financial statements, including the profit and loss statements (profit and loss accounts) of the Company, as well as the distribution of profit (including the payment (declaration) of dividends, except for the profits distributed as dividends on the basis of the results of the first quarter, six months, nine months of the fiscal year) and of losses of the Company on the basis of the results of the fiscal year;

11) 10.1) payment (declaration) of dividends on the basis of the results of the first quarter, six months, nine months of the fiscal year;

12) determination of the procedure for the General Meeting of shareholders; 13) splitting and consolidation of shares of the Company;

14) decisions on approval of transactions in cases stipulated by Article 83 of the Federal Law "On Joint- Stock Companies";

15) decisions on approval of transactions in cases stipulated by Article 79 of the Federal Law "On Joint- Stock Companies";

16) purchase of placed shares by the Company in the cases provided by the Federal Law "On Joint-Stock Companies";

17) decision on participation in the financial-industrial groups, associations and other business organizations;

18) approval of internal documents: Regulation on the General Meeting of Shareholders of the Company, Regulation on the Board of Directors of the Company, Regulation on the Management Board of the Company, Regulation on the Audit Commission of the Company;

19) resolving other matters stipulated in the Federal Law "On Joint-Stock Companies". Competence of the Board of Directors in accordance with the Issuer's Charter

1) determination of the strategic plans of the Company;

2) determination of the priority directions in the activity of the Company; 3) approval of budget of the Company;

4) use of the reserve fund of the Company;

5) convocation of the annual and extraordinary General Meeting of Shareholders except for the cases provided by clause 8 of Article 55 of the Federal Law "On Joint-Stock Companies".

6) approval of the agenda of the General Meeting of Shareholders of the Company;

7) determination of the date of compilation of the list of persons entitled to participate at the General Meeting of Shareholders, and solving of other matters related to the preparation and holding the General Meeting of Shareholders of the Company and pertaining to the competence of the Board of Directors of the Company in compliance with the provisions of Chapter VII of the Federal Law "On Joint-Stock Companies" and the Articles of Association;

8) preliminary approval of the annual report of the Company;

9) recommendations to the General Meeting of Shareholders on the amount of fees and reimbursement paid to the members of the Audit Commission of the Company;

10) recommendations to the General Meeting of Shareholders on the procedure of distribution of profits and losses of the Company according to the results of fiscal year, recommendations to the General Meeting of Shareholders on distribution of profits as dividends according to the results of the first quarter, six months, nine months of the fiscal year;

11) recommendations to the General Meeting of Shareholders on the amount of the dividend on shares of the Company and procedure for its paying;

12) election of the Chairman of the Board of Directors of the Company and his deputies;

13) determination of the quantitative an personal staff of the Management Board of the Company; 14) appointment of the General Director and early termination of his powers. Approval of the conditions of the contract concluded by the General Director of the Company;

15) determination of the targets and directions of activity of the General Director, control over

performance of his obligations and use of the granted rights by the General Director, and over exercising of other powers of the employer in respect to the General Director;

16) confirmation of appointment of the persons specified in clause 14.3 of the Articles of Association; 17) increase of the charter capital of the Company by way of supplement shares placement by the Company within the number of the number and categories (types) of the declared shares in cases provided in clause 2.9. of the Articles of Association;

18) placement of bonds and other issuable securities by the Company;

19) approval of the decision on the issue of securities and of the securities prospectus, report on the results of securities issue, introduction of changes and modifications;

20) purchase of the shares, bonds, and other issuable securities placed by the Company in the cases provided by the Federal Law "On Joint-Stock Companies";

21) approval of the report on the results of purchase of shares in compliance with clause 1 of Article 72 of the Federal Law "On Joint-Stock Companies".

22) making decisions on carve-out of the placed shares of the Company at disposal of the Company; 23) incorporation and liquidation of subsidiaries, opening and liquidation of representations of the Company, approval of regulations on subsidiaries and representations, approval of estimated expenses of the subsidiaries and representations of the Company;

24) approval of major transactions in the cases provided by chapter X of the Federal Law "On Joint- Stock Companies";

25) approval of transactions provided by Chapter XI of the Federal Law "On Joint-Stock Companies"; 26) making the decision on incorporation (creation) of commercial and non-commercial organizations and liquidation thereof;

27) making the decision on acquisition, carving-out of the shares (stakes, interests) in the authorized (joint-stock) capital of commercial organizations, on joining non-commercial organizations and on termination of participation in non-commercial organizations;

28) approval of the representatives of the Company as candidates to the governing and controlling bodies of organizations of which the Company is the shareholder (member);

29) consent to taking positions in other organizations by the General Director of the Company and members of the Management Board;

30) creation of committees of the Board of Directors, approval of regulations on the committees of the Board of Directors;

31) approval of Regulation on the organizational structure of the Company;

32) introduction to the Articles of the Association of the Company of the changes related to the increase of the charter capital of the Company based on the decision on the increase of the charter capital by way of placing supplement shares; introduction of modifications and amendments related to incorporation and liquidation of representations of the Company;

33) determination of the price (monetary value) of the property (services), the price of placing and repurchasing of the issuable securities in the cases provided by the Federal Law "On Joint-Stock Companies";

34) determination of the amount of remuneration of the auditor’s services;

35) approval of the Company’s registrar, of the terms of the agreement with the registrar, as well as the termination of the agreement with the registrar;

36) approval of internal documents of the Company: Regulation on the dividend policy of the Company, Regulation on the organizational structure of the Company, Code of Corporate Governance of the Company, policy of participation of the Company in other organizations, and other internal documents determining the policy of the Company in its activity;

37) appointment of the secretary of the Board of Directors, determination of the amount and procedure of paying his remuneration;

38) approval of the summary (consolidated) accounts compiled in compliance with International standards of financial reporting;

39) determination of the basic risks related to the Company’s activity and approval of the risk management system in the Company;

40) approval of a corporate secretary an termination of his powers;

41) other matters provided by the Federal Law "On Joint-Stock Companies" and the Articles of Association.

The competence of the Sole and Collegial Executive Bodies of the Issuer in compliance with the Issuer’s Article of Association:

The competence of the Management Board (Collegial Executive Body) of the Issuer: 1) development of short-term targets of the Company’s activity;

2) preliminary approval of the budget of the Company and submitting it for consideration of the Board of Directors of the Company;

3) recommendations to the Board of Directors on participation of the Company in other organizations; 4) making decisions on manufacturing the Company's seals;

5) approval of terms of collective agreement by the Company and submitting it to the General Director of the Company to be signed;

6) confirmation of appointment of the persons, specified in clause 14.3 of the Articles of Association; 7) exercise of control over the Company's budget administration;

8) exercise of control over activity of separate subdivisions, structural subdivisions of the Company; 9) exercise of control over conclusion and executing the civil law contracts;

Code of Labor Conduct;

11) appointment of the Secretary of the Management Board, determination of the amount and procedure of paying his remuneration;

12) Resolving other matters stipulated in the Federal Law "On Joint-Stock Companies". Competence of the General Director (sole executive body) in accordance with the Issuer's Charter

1) making transactions on behalf of the Company. Transactions that require approval by the General Meeting of Shareholders or the Board of Directors of the Company or any other decision of these authorities for its performance in compliance with the Federal Law "On Joint-Stock Companies" or the Articles of Association shall be executed by the General Director of the Company after such approval or decision; 2) confirmation of the staff;

3) orders (regulations) and instructions obligatory for all employees of the Company;

4) conclusion of a collective agreement on behalf of the Company with the employees of the Company on the terms approved by the Management Board of Directors;

5) conclusion of labor contracts with the Company's employees, administering the incentives and imposing the disciplinary sanctions;

6) appointment of the managers of subsidiaries and representations; 7) issue of the powers of attorney;

7) delegation of his powers: Appointment of the acting General Director or an authorized person for solving the specified number of issues. The grounds for appointing the acting General Director may only be vacation, business trip, temporary incapacity;

9) approval of the internal documents of the Company except for the document classified in accordance with the Federal law "On Joint-Stock Companies" and the current Articles of Association as belonging to the competence of the General Meeting of Shareholders, the Board of Directors and the Management Board; 10) making decisions on other matters not classified as belonging to the exceptional competence of the General Meeting of Shareholders, Board of Directors and the Management Board of the Company according to the legislation and the Articles of Association.

The Issuer has approved (accepted) the code of corporate conduct or any other similar document

The information on the code of corporate conduct or similar document:

The code of corporate conduct of OJSC Uralkali is approved by the decision of the Board of Directors of the Company (Minutes No. 247 dated 21.02.2011).

Web-site address with full text of the documents in free access: http://www.uralkali.com/; http://www.e- disclosure.ru/portal/company.aspx?id=1233

Within the last reporting period the Issuer’s Articles of Association (constituent documents) or the internal documents governing the activity of the Issuer’s bodies were modified

Information on the changes introduced to the Articles of Association of the Issuer as well into the internal documents governing the activity of the Issuer’s bodies within the last reporting period:

During the reporting quarter changes were entered into the Articles of Association of the Issuer as well as into the internal documents regulating operation of bodies of the Issuer.

• Articles of Association of OJSC Uralkali, Regulation on the Board of Directors of OJSC Uralkali and the Regulation on remuneration and compensations paid to the members of the Board of directors of OJSC Uralkali. Changes were made based on the decision of the Extraordinary General Shareholder Meeting of JSC Uralkali (Protocol No. 34 dated 13.12.2012);

The Board of Directors (minutes No. 272 as of 20.12.2012) approved: • Regulation on Information Policy of the OJSC Uralkali

Web-site address with full texts of most recent revisions of the Issuer’s Articles of Association and internal documents governing the activity of the Issuer’s bodies in free access: http://www.uralkali.com/;

http://www.e-disclosure.ru/portal/company.aspx?id=1233

5.2. Information about the members of the Issuer's management bodies